NonDisclosure Agreements -  Frequently Asked Questions(FAQs)

What is an NDA?

A NonDisclosure Agreement, Non-Disclosure Agreement, or NDA is a legally-binding contract which governs the sharing of information between different persons or organizations and sets out any conditions or limitations on the use of the information.  A NonDisclosure Agreement is sometimes referred to as a confidentiality agreement (CA) or confidential disclosure agreement (CDA).

When should I use an NonDisclosure Agreement (NDA)?

You should use an NDA whenever you are going to disclose proprietary or confidential information that may have commercial or personal value and which information is not already in the public domain.

Why should I use an NonDisclosure Agreement (NDA)?

By using an NDA, you can help ensure that:

• Your information remains confidential (this enables you to rely on trade secret protection)
• You can still obtain patent protection and your ability to file for your patent rights
• The confidential information will not be used for purposes other than those allowed in the NDA.

What happens if I don’t use an NonDisclosure Agreement (NDA)?

If you provide information to another person or organization without an NDA in place, the information could be used in ways that you don’t want and you lose the ability to rely on important forms of intellectual property protection (such as patent and trade secret). In other words, if you don’t use an NDA, the recipient could be free to use the information for whatever they want and if you disclose proprietary information before a patent application is filed, you may not be able to patent and any patent granted may be invalidated, leaving you with no rights.  

How does an NonDisclosure Agreement (NDA) protect my information?

An NDA identifies the information that is to be kept confidential and stipulates how that information may be used by the recipient. It requires the recipient to take reasonable measures to keep the information confidential and prohibits them from disclosing it to any other party. This way, your information is only used by those who you want to use it and is only used for the purposes you want it used for.

Once an NonDisclosure Agreement (NDA) is in place, what are my obligations?

Once an NDA has been executed or signed, you will need to abide by the terms set forth within the NonDisclosure Agreement (NDA).